SEC Filing | Visteon Corporation

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) [X] Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 (No fee required, effective October 7, 1996) For the fiscal year ended December 30, 2002 or [ ] Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934 (No fee required) For the transition period from to ---------------- -------------------- Commission file number 1-15827 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: Visteon Investment Savings Plan for Hourly Employees B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Visteon Corporation 17000 Rotunda Drive Dearborn, Michigan 48120 REQUIRED INFORMATION FINANCIAL STATEMENTS AND SCHEDULES. Report of Independent Auditors. Statement of Net Assets Available for Benefits as of December 30, 2002 and 2001. Statement of Changes in Net Assets Available for Benefits for the Years Ended December 30, 2002 and 2001. Schedule of Assets (Held at End of Year) as of December 30, 2002 and 2001. Reportable Transactions for the Year Ended December 30, 2001. EXHIBITS. 23 Consent of Independent Accountants 99 Certification of Periodic Financial Reports 11K-1

SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. VISTEON INVESTMENT SAVINGS PLAN FOR HOURLY EMPLOYEES Date: June 27, 2003 By /s/ Robert H. Marcin ------------------------------- Robert H. Marcin Plan Administrator 11K-2

VISTEON INVESTMENT SAVINGS PLAN FOR HOURLY EMPLOYEES REPORT ON AUDITS OF FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES FOR THE YEARS ENDED DECEMBER 30, 2002 AND 2001

VISTEON INVESTMENT SAVINGS PLAN FOR HOURLY EMPLOYEES CONTENTS DECEMBER 30, 2002 AND 2001 - -------------------------------------------------------------------------------- PAGE(s) REPORT OF INDEPENDENT AUDITORS.................................................1 FINANCIAL STATEMENTS Statement of Net Assets Available for Benefits as of December 30, 2002 and 2001....................................................2 Statement of Changes in Net Assets Available for Benefits for the Year Ended December 30, 2002..................................................3 Notes to Financial Statements................................................4-9 ADDITIONAL INFORMATION Schedule I -- Schedule of Assets (Held at End of Year) as of December 30, 2002.........................................................10-11 Schedule II -- Schedule of Reportable Transactions for the Year Ended December 30, 2002................................................ 12

REPORT OF INDEPENDENT AUDITORS To the Participants and Administrator of the Visteon Investment Savings Plan for Hourly Employees In our opinion, the accompanying statement of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Visteon Investment Savings Plan for Hourly Employees (the "Plan") at December 30, 2002 and 2001, and the changes in net assets available for benefits for the year ended December 30, 2002, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule of Assets (Held at End of Year) and Schedule of Reportable Transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. June 24, 2003 1

VISTEON INVESTMENT SAVINGS PLAN FOR HOURLY EMPLOYEES STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 30, 2002 AND 2001 - -------------------------------------------------------------------------------- 2002 2001 ASSETS Investments, at fair value $539,225 $ 142,216 Loans to participants 16,706 - -------- --------- Net assets available for benefits $555,931 $ 142,216 ======== ========= The accompanying notes are an integral part of the financial statements. 2

VISTEON INVESTMENT SAVINGS PLAN FOR HOURLY EMPLOYEES STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 30, 2002 - -------------------------------------------------------------------------------- ADDITIONS Additions to net assets attributed to Net appreciation (depreciation) in fair value of investments $ (72,113) Interest and dividend income 9,394 --------- (62,719) Contributions Employee contributions 484,110 Other additions Loan interest 200 --------- Total additions 421,591 DEDUCTIONS Deductions from net assets attributed to Withdrawal of participants' accounts (7,872) Administrative expense (4) --------- Total deductions (7,876) --------- Net increase 413,715 --------- Net assets available for benefits Beginning of year 142,216 --------- End of year $ 555,931 ========= The accompanying notes are an integral part of the financial statements. 3

VISTEON INVESTMENT SAVINGS PLAN FOR HOURLY EMPLOYEES NOTES TO FINANCIAL STATEMENTS DECEMBER 30, 2002 AND 2001 - -------------------------------------------------------------------------------- 1. DESCRIPTION OF THE PLAN The following description of the Visteon Investment Savings Plan for Hourly Employees (the "Plan") provides only general information. The Plan was established effective July 1, 2000. The provisions of the Plan are governed in all respects by the detailed terms and conditions contained in the Plan document. Participants should refer to the Plan document for a complete description of the Plan's provisions. TYPE AND PURPOSE OF THE PLAN The Plan is a defined contribution plan established to encourage and facilitate systematic savings and investment by eligible hourly employees of Visteon Corporation ("Visteon") and to provide them with an opportunity to become stockholders of Visteon. The Plan includes provisions for voting shares of Visteon stock. It is subject to certain provisions of the Employee Retirement Income Security Act of 1974, as amended, ("ERISA") applicable to defined contribution pension plans. ELIGIBILITY AND VESTING Hourly employees are eligible to participate in the Plan three months after their date of hire. Certain other part-time and temporary employees may also be eligible to participate in the Plan. Participation in the Plan is voluntary. Participants are immediately 100% vested in their contributions and actual earnings thereon, regardless of length of service. CONTRIBUTIONS Under the Plan, and subject to limits required to be imposed by the Internal Revenue Code of 1986, as amended (the "Code") participants may elect to contribute up to 40 percent of their eligible wages. Participants may also elect to reduce their annual profit sharing bonus, if any, to be contributed to the Plan. Effective June 1, 2002, participants who have attained the age of 50 are eligible to make supplemental contributions. Such contributions are excluded from participants' taxable income. PARTICIPANT ACCOUNTS Each participant's account is credited with the participant's contributions and allocations of (a) plan earnings, and (b) certain fund expenses. Allocations are based on participant earnings or account balances. Under the Plan, certain funds will charge a fee on short term transfers which is paid from the participant's account. The benefit to which a participant is entitled is determined from the participant's account. PLAN ADMINISTRATIVE EXPENSES Plan administrative expenses are paid by Visteon and not charged to participants' accounts. 4

VISTEON INVESTMENT SAVINGS PLAN FOR HOURLY EMPLOYEES NOTES TO FINANCIAL STATEMENTS DECEMBER 30, 2002 AND 2001 - -------------------------------------------------------------------------------- DISTRIBUTIONS Distributions of benefits shall be made upon the occurrence of any one of the following: - Retirement of the participant at age 65; - Deferred retirement of the participant beyond age 65; - In-service withdrawal of the participant at age 59-1/2; - Total and permanent disability of the participant; - Death of the participant; or - Termination of employment Benefits due upon death are paid in a lump sum and are based on vested amounts in the participants' accounts. Benefits due upon termination, retirement, withdrawal, or disability are paid in a lump sum or through installments payable monthly, quarterly, semi-annually, or annually and are based on vested amounts in the participants' accounts. In addition, terminated participants with benefits due in excess of $3,500 may defer such benefits until age 65 or until age 70-1/2 in the event that employment termination occurred. INVESTMENT OPTIONS AND PARTICIPATION Participant contributions are invested in accordance with the participant's election in one or more of several investment options available in the Plan. The more significant of these options are as follows: The Visteon Stock Fund is a unitized stock fund investment in Visteon common stock with a portion of the fund's assets invested in short-term investments. The Managed Income Portfolio II is a stable value fund that is a commingled pool of the Fidelity Group Trust for Employee Benefit Plans composed of high quality, fixed-income investments. The Portfolio may also purchase investment contracts issued by the insurance companies or banks. Exposure to any single issuer is capped at 5 percent. The Portfolio purchases money market units to provide daily liquidity. The Fidelity Magellan Fund is a growth mutual fund that seeks capital appreciation. The fund invests in securities of domestic, foreign, and multinational issuers, however not more than 40 percent of the fund's assets may be invested in companies operating exclusively in any one foreign country. The Fidelity Government Fund seeks to provide a high level of current income consistent with preservation of principal. The Fund normally invests at least 65 percent of total assets in US government securities. The Fund is managed to have similar overall interest rate risk to the Lehman Brothers Government Bond Index. Because the fund can invest in securities with any maturity, it has the potential for higher yields than a money market fund but also carries a higher degree of investment risk. Investments in the Fund are not guaranteed or insured by the US government or by the FDIC. 5

VISTEON INVESTMENT SAVINGS PLAN FOR HOURLY EMPLOYEES NOTES TO FINANCIAL STATEMENTS DECEMBER 30, 2002 AND 2001 - -------------------------------------------------------------------------------- Details of investments held as of December 30, 2002 are set forth in the Schedule of Assets (Held at End of Year). TRANSFERS OF ASSETS The Plan permits the transfer of assets among investment options, with certain restrictions related to transfers to T. Rowe Price Funds and Scudder Funds. PARTICIPANT LOANS Participants may borrow from the Plan in amounts beginning with a minimum amount of $1,000, up to a maximum amount not to exceed the lesser of: (a) $50,000, or (b) 50% of their vested account balances, at an interest rate equal to the annual prime rate as published by the Wall Street Journal. Repayment of any loan is made through employee payroll deductions not less frequently than once per calendar quarter. ADMINISTRATION The Plan administrator is responsible for general administration of the Plan for the exclusive benefit of the Plan participants and their beneficiaries, subject to the specific terms of the Plan. Assets of the Plan and related investments are administered by Fidelity Management Trust Company (the "Trustee"). It is the trustee's responsibility to invest Plan assets and to distribute benefits to participants. The Trustee is also responsible for daily administration of Plan activity. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING The financial statements of the Plan are prepared under the accrual method of accounting. INVESTMENT VALUATION AND INCOME RECOGNITION The Plan investments are stated at fair value as determined by the Trustee. Purchases and sales are recorded on the trade-date basis. Dividend income is recorded on the ex-dividend date. Income from other investments is recorded as earned on an accrual basis. CONTRIBUTIONS Contributions to the Plan from employees are recorded in the period that payroll deductions are made from participants. PAYMENT OF BENEFITS Benefits are recorded when paid. USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets at the date of the financial statements and the reported amounts of additions and deductions during the reporting period. Actual results could differ from those estimates. 6

VISTEON INVESTMENT SAVINGS PLAN FOR HOURLY EMPLOYEES NOTES TO FINANCIAL STATEMENTS DECEMBER 30, 2002 AND 2001 - -------------------------------------------------------------------------------- RISKS AND UNCERTAINTIES The Plan's invested assets ultimately consist of stocks, bonds, fixed income securities, and other investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term would materially affect participants' account balances and the amounts reported in the statement of net assets available for plan benefits and the statement of changes in net assets available for benefits. 3. MASTER TRUST (IN THOUSANDS) All assets of the Plan are held by the Visteon Corporation Master Trust (the "Master Trust"). The Visteon Investment Plan also has all of its investments in the Master Trust. A summary of the assets of the Master Trust as of December 30, 2002 and 2001 is as follows: 2002 2001 Investments, at fair value Common stock fund $ 32,924 $ 57,384 Common and commingled trust funds 80,009 63,371 Mutual funds 128,858 117,155 --------- --------- Total investments 241,791 237,910 Loans 6,124 4,158 --------- --------- Total assets $ 247,915 $ 242,068 ========= ========= Interest and dividend income of the Master Trust for the year ended December 30, 2002 was $5,144. The net appreciation (depreciation) in fair value of Master Trust investments consists of realized gains or losses and the unrealized appreciation (depreciation) on those investments. During the year ended December 30, 2002 investments depreciated as follows: Mutual funds $ (25,631) Common stock fund (31,621) Common and commingled trust funds (1,910) --------- $ (59,162) ========= 7

VISTEON INVESTMENT SAVINGS PLAN FOR HOURLY EMPLOYEES NOTES TO FINANCIAL STATEMENTS DECEMBER 30, 2002 AND 2001 - -------------------------------------------------------------------------------- The Plan investments and, in turn, the investments held by the Master Trust are generally directed by participants based on their elections. Allocation of the Master Trust to the participating plans as of December 30, 2002 and 2001 is as follows: 2002 2001 EIN 38-3519512, Plan 005 - Visteon Investment Savings Plan for Hourly Employees $ 556 $ 142 EIN 38-3519512, Plan 002 - Visteon Investment Plan 247,359 241,926 -------- -------- $247,915 $242,068 ======== ======== 4. INVESTMENTS The following investments represent 5% or more of the Plan's net assets available for benefits at December 30, 2002 and 2001: 2002 2001 Visteon Stock Fund, 20,111 and 2,734 units, respectively $ 82,856 $ 24,304 Fidelity Fund, 284 units * 8,209 Fidelity Magellan Fund, 500 and 161 units, respectively 39,540 16,732 Fidelity Growth and Income Portfolio, 216 units * 8,085 Fidelity Managed Income Portfolio II, 162,902 and 40,907 units, respectively 162,902 40,907 Fidelity Government Income, 2,761 units 28,940 * ========= ======== $ 314,238 $ 98,237 ========= ======== * Investments represents less than 5% of the Plan's net assets available for benefits. The Plan presents in the statement of changes in net assets available for benefits the net appreciation (depreciation) in the fair value of its investments which consists of the Plan's realized gains or losses and the unrealized appreciation (depreciation) on those investments. During 2002, the Plan's investments depreciated in value by $72,113 as follows: 2002 Mutual funds $ (28,256) Common stock fund (43,585) Common and commingled trust funds (272) --------- $ (72,113) ========= 8

VISTEON INVESTMENT SAVINGS PLAN FOR HOURLY EMPLOYEES NOTES TO FINANCIAL STATEMENTS DECEMBER 30, 2002 AND 2001 - -------------------------------------------------------------------------------- 5. RELATED PARTY TRANSACTIONS Participants have the option to invest in the Visteon Stock Fund, which consists of investments in Visteon common stock. These transactions are exempt transactions with a party-in-interest. 6. TAX STATUS The Plan obtained its latest determination letter on January 28, 2003, in which the Internal Revenue Service Stated that the plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. 7. PLAN TERMINATION Visteon, by action of the Board of Directors, may terminate the Plan at any time. Termination of the Plan would not affect the rights of a participant as to the continuance of investment, distribution or withdrawal of the securities, cash and cash value of the Visteon Stock Fund units in the account of the participant as of the effective date of such termination. There are currently no plans to terminate the Plan. 8. SUBSEQUENT EVENTS Beginning on May 1, 2003, Visteon modified the investment options available under the Plan. According to the new investment options, the following funds will replace the funds available at December 30, 2002: Fidelity Freedom Funds Janus Adviser Capital Appreciation Fund Domini Social Equity Fund Vanguard Explorer Fund Vanguard 500 Index Fund Fidelity Diversified International Fund American Century Equity Income Fund T. Rowe Price International Discovery Fund Baron Assets Fund Templeton Developing Markets Trust Clipper Fund Templeton Foreign Fund Fidelity Contrafund Templeton Foreign Smaller Companies Fund Fidelity Dividend Growth Fund BGI Bond Index Fund Fidelity Growth & Income Portfolio Fidelity Government Income Fund Fidelity Growth Company Fund PIMCO Global Bond Fund - Admin Class Fidelity Low Priced Stock Fund PIMCO Real Return Bond Fund PIMCO Total Return III Fund T. Rowe Price High Yield Fund The Visteon Stock Fund, Common Stock Fund and Managed Income Portfolio II Fund will remain as an investment option of the plan. 9

VISTEON INVESTMENT SCHEDULE I SAVINGS PLAN FOR HOURLY EMPLOYEES SCHEDULE OF ASSETS (HELD AT END OF YEAR) AS OF DECEMBER 30, 2002 - -------------------------------------------------------------------------------- (a) (b) (c) (d) (e) DESCRIPTION OF INVESTMENT IDENTITY OF ISSUER, INCLUDING MATURITY DATE, LESSOR, BORROWER OR RATE OF INTEREST, COLLATERAL, CURRENT SIMILAR PARTY PAR OR MATURITY VALUE COST** VALUE * Fidelity Investments Scudder International Fund, 11,193 units $ 340 * Fidelity Investments Domini Social Equity, 5,578 units 120 * Fidelity Investments T. Rowe Price Spectrum Income, 45,831 units 493 * Fidelity Investments T. Rowe Price Horizons, 97,244 units 1,615 * Fidelity Investments T. Rowe Price International Stock, 16,665 units 148 * Fidelity Investments T. Rowe Price International Discovery, 100,069 units 1,607 * Fidelity Investments Scudder Income S, 199,908 units 2,559 * Fidelity Investments T. Rowe Price New Asia, 144,910 units 810 * Fidelity Investments Scudder Growth & Inc, 344,275 units 5,502 * Fidelity Investments T. Rowe Price High Yield, 112,046 units 703 * Fidelity Investments T. Rowe Price New Era, 2,300 units 47 * Fidelity Investments The Japan Fund S, 33,595 units 204 * Fidelity Investments Vanguard LS Conserv Growth, 10,660 units 137 * Fidelity Investments Vanguard LD Moderate Growth, 48,091 units 667 * Fidelity Investments Vanguard LS Growth, 9,506 units 137 * Fidelity Investments Vanguard 500 Index, 164,280 units 13,331 * Fidelity Investments Vanguard Value Index, 28,629 units 419 * Fidelity Investments Vanguard Growth Index, 23,542 units 470 * Fidelity Investments Vanguard Explorer, 300,473 units 13,669 * Fidelity Investments Vanguard International Value, 12,984 units 244 Comerica Bank, NA Common Stock Fund, 1,621,986 units 9,829 Barclays Global Investors Bond Fund, 1,205,150 units 15,462 * Visteon Corporation Visteon Stock Fund, 21,110,743 units 82,856 * Fidelity Investments Fidelity Fund, 743,790 units 16,557 * Fidelity Investments Fidelity Puritan, 457,413 units 7,223 * Fidelity Investments Fidelity Trend, 124,676 units 4,817 * Fidelity Investments Fidelity Magellan, 500,763 units 39,540 * Fidelity Investments Fidelity Contrafund, 113,846 units 4,394 * Fidelity Investments Fidelity Equity Inc., 385,079 units 15,276 * Fidelity Investments Fidelity Growth Co, 335,157 units 11,871 * Fidelity Investments Fidelity Invest Gr Bd, 908,115 units 6,874 * Fidelity Investments Fidelity Growth & Inc, 389,585 units 11,808 * Fidelity Investments Fidelity Value, 391,695 units 18,171 * Fidelity Investments Fidelity Government Income, 2,761,432 units 28,940 * Fidelity Investments Fidelity Independence Fd, 173,307 units 2,265 * Fidelity Investments Fidelity Overseas, 147,792 units 3,251 * Fidelity Investments Fidelity Europe, 28,372 units 524 * Fidelity Investments Fidelity Real Estate, 862,175 units 15,855 * Fidelity Investments Fidelity Balanced, 247,630 units 3,291 * Fidelity Investments Fidelity International Gr & Inc., 369,051 units 6,207 * Fidelity Investments Fidelity Cap Appreciation, 124,836 units 2,020 * Fidelity Investments Fidelity Canada, 28,695 units 520 10

VISTEON INVESTMENT SCHEDULE II SAVINGS PLAN FOR HOURLY EMPLOYEES SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 30, 2002 - -------------------------------------------------------------------------------- CURRENT IDENTITY OF PURCHASE SELLING LEASE EXPENSES COST OF VALUE NET GAIN PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE RENTAL INCURRED ASSET OF ASSET OR (LOSS) REPORTING CRITERION I Single transactions in excess of five percent of current value of plan assets. None. REPORTING CRITERION II Series of transactions in other than securities in excess of five percent of current value of plan assets None. REPORTING CRITERION III Series of transactions in securities in excess of five percent of current value of plan assets None. REPORTING CRITERION IV Single transactions with a nonregulated entity in excess of five percent of current value of plan assets. None. 12

EXHIBIT INDEX Exhibit Number Exhibit Name -------------- ------------ 23 Consent of PricewaterhouseCoopers LLP 99 Certification of Periodic Financial Reports

EXHIBIT 23 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-39758) of Visteon Corporation of our report dated June 24, 2003 relating to the financial statements of Visteon Investment Savings Plan for Hourly Employees, which appears in this Form 11-K. PricewaterhouseCoopers LLP Detroit, Michigan June 24, 2003

EXHIBIT 99 Certification of Periodic Financial Reports Solely for the purposes of complying with 18 U.S.C. ss. 1350, I, the undersigned officer of Visteon Corporation (the "Company") and fiduciary of the Visteon Investment Savings Plan for Hourly Employees (the "Plan"), hereby certify, based on my knowledge, that the Annual Report on Form 11-K of the Plan for the year ended December 30, 2002 (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Plan. /s/ Robert H. Marcin ------------------------------------------ Robert H. Marcin Senior Vice President, Corporate Relations Plan Administrator A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.